##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-54206
 
 L&L ACQUISITION CORP.
 (Exact Name of Registrant as Specified in its Charter)
 
 Delaware
(State of Incorporation)
    
    27-3109518
(I.R.S. Employer Identification No.)
 265 Franklin Street, 20thFloorBoston, Massachusetts
    
    02110(Address of Principal Executive Offices)
    
    (Zip Code)
 (617) 330-7755
(Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class  Common Stock, $0.0001 par value
 Warrants (each Warrant is exercisable for one share of Common Stock)
Units (each Unit is comprised of one share of Common Stock and one Warrant)
 
 Yes o No þ
 Yes o No þ
 þ o
 o o
 þ
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 þ o
  Documents Incorporated by Reference




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##### 



TABLE OF CONTENTS
 PART I
    
    
    2ITEM 1. BUSINESS
    
    
    2ITEM 1A. RISK FACTORS
    
    
    6ITEM 2. PROPERTIES
    
    
    27ITEM 3. LEGAL PROCEEDINGS
    
    
    27ITEM 4. REMOVED AND RESERVED
    
    
    27PART II
    
    
    28ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    28ITEM 6. SELECTED FINANCIAL DATA
    
    
    30ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    31ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    33ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    33ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    33ITEM 9A. CONTROLS AND PROCEDURES
    
    
    34ITEM 9B. OTHER INFORMATION
    
    
    34PART III
    
    
    35ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    35ITEM 11. EXECUTIVE COMPENSATION
    
    
    39ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
    
    
    40ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
    
    
    42ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    45PART IV
    
    
    46ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    46Exhibit 31.1Exhibit 31.2Exhibit 32.1
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
 This Annual Report on Form 10-K, or Annual Report, includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements can be
identified by the use of forward-looking terminology, including the words believes, estimates,
anticipates, expects, intends, plans, may, will, potential, projects, predicts,
continue, or should, or, in each case, their negative or other variations or comparable
terminology. Such statements include, but are not limited to, any statements relating to our
ability to consummate any acquisition or other business combination and any other statements that
are not statements of current or historical facts. These statements are based on managements
current expectations, but actual results may differ materially due to various factors, including,
but not limited to, the following
 
    
    our status as a development stage company;
 
    
    the reduction of the proceeds held in the trust account due to third party
claims;
 
    
    our selection of a prospective target business or asset;
 
    
    our issuance of our capital shares or incurrence of debt to complete a
business combination;
 
    
    our ability to consummate an attractive business combination due to our
limited resources and the significant competition for business combination
opportunities;
 
    
    conflicts of interest of our officers and directors;
 
    
    potential current or future affiliations of our officers and directors
with competing businesses;
 
    
    our ability to obtain additional financing if necessary;
 
    
    our sponsors ability to control or influence the outcome of matters
requiring stockholder approval due to their substantial interest in us;
 
    
    the adverse effect the outstanding warrants may have on the market price
of our common stock;
 
    
    the adverse effect on the market price of our common stock due to the
existence of registration rights with respect to the securities owned by our sponsors;
 
    
    the lack of a market for our securities;
 
    
    our dependence on our key personnel;
 
    
    business and market outlook;
 
    
    costs of complying with applicable laws; and
 
    
    those other risks and uncertainties detailed in our filings with the
Securities and Exchange Commission, or SEC.




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PART I
 
 Item 1.
    
    Business.
 Introduction
     2




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Current Activities
    3




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Investment Criteria
    Industry Overview and Trends
    4




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Government Regulation
     5




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Employees
  Competition
  Available Information
  th
 http://www.sec.gov.
 th
 
 Item 1A.
    
    Risk Factors.
   6




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We are a development stage company with no operating history and, accordingly, you will not have
any basis on which to evaluate our ability to achieve our business objective.
  Our public stockholders may not be afforded an opportunity to vote on our proposed initial business
combination, which means we may consummate our initial business combination even though holders of
a majority of the outstanding shares of common stock do not support such a combination.
  Our public stockholders only opportunity to affect the investment decision regarding our initial
business combination will be limited to the exercise of their right to redeem their shares from us
for cash, unless we seek stockholder approval of our initial business combination.
  The ability of our public stockholders to redeem their shares for cash may make our financial
condition unattractive to potential business combination targets, which may make it more difficult
for us to enter into a business combination with a target.
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The ability of a large number of our public stockholders to exercise redemption rights may not
allow us to consummate the most desirable business combination or optimize our capital structure.
  We may not be able to consummate our initial business combination within the required timeframe, in
which case we will be forced to redeem our public shares and liquidate.
  Our negotiating position and our ability to conduct due diligence on potential business combination
targets may decrease as we approach our initial business combination deadline, which could
undermine our ability to consummate our initial business combination that would produce value for
our stockholders.
  If we do not complete our initial business combination within the prescribed time frame, our public
stockholders may only receive $10.10 per share on our related redemption of our public shares, and
our warrants will expire worthless.
   8




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If we are unable to consummate our initial business combination, our public stockholders will be
forced to wait, at a minimum, the full 18 months from the closing of the initial public offering
before receiving distributions from the Trust Account. A stockholder that needs to liquidate its
investment, therefore, would have to sell its public shares or warrants, potentially at a loss.
  If third parties bring claims against us, the proceeds held in the Trust Account could be reduced
and the per-share redemption amount received by stockholders may be less than approximately $10.10
per share.
    9




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If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a
bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of
directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
  If, before distributing the proceeds in the Trust Account to our public stockholders, we file a
bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per-share amount that would otherwise be received by our stockholders in
connection with our liquidation may be reduced.
  Our directors may decide not to enforce Mr. Shermyens, LLM Structured Equity Fund L.P.s and LLM
Investors L.P.s indemnification obligations, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our public stockholders.
  If we seek stockholder approval of our initial business combination, we, our sponsors, directors,
officers, advisors and their affiliates may elect to purchase shares from stockholders, in which
case we or they may influence a vote in favor of a proposed business combination that our public
stockholders do not support and have other negative consequences.
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
    
    the funds in our Trust Account that are so used will not be available to
us after our initial business combination;
 
    
    the public float of our common stock may be reduced and the number of
beneficial holders of our securities may be reduced, which may make it difficult to
obtain the quotation, listing or trading of our securities on a national securities
exchange if we determine to apply for such quotation or listing in connection with our
initial business combination; and
 
    
    because the stockholders who sell their shares in a privately negotiated
transaction as described above may receive a per-share purchase price payable from the
Trust Account that is not reduced by a pro-rata share of franchise and income taxes
payable, our remaining stockholders may bear the entire payment of such franchise and income taxes. That is,
if we seek stockholder approval of our initial business combination, the redemption
price per share payable to public stockholders who elect to have their shares redeemed
will be reduced by a larger percentage of the franchise and income taxes payable than
it would have been in the absence of such privately negotiated transactions, and
stockholders who do not elect to have their shares redeemed and remain our stockholders
after our initial business combination will bear the economic burden of the entire
contingent fees and a larger percentage of the franchise and income taxes payable.
  We do not intend to establish an audit committee or a compensation committee until the completion
of our initial business combination. Until such time, no formal committee of independent directors
will review matters related to our business, and such lack of review could negatively impact our
business.
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Our securities will be quoted on the Over-the-Counter Bulletin Board quotation system, which will
limit the liquidity and price of our securities more than if our securities were quoted or listed
on the Nasdaq Stock Market or another national securities exchange.
  Our public stockholders will not be entitled to protections normally afforded to investors of blank
check companies.
  If the net proceeds of the initial public offering not being placed in the Trust Account are
insufficient to allow us to operate for at least the next 18 months, we may not be able to complete
an initial business combination.
    12




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If we are deemed to be an investment company under the Investment Company Act, we may be required
to institute burdensome compliance requirements and our activities may be restricted, which may
make it difficult for us to complete a business combination.
  
    
    restrictions on the nature of our investments; and
 
    
    restrictions on the issuance of securities, each of which may make it
difficult for us to complete a business combination.
  
    
    registration as an investment company;
 
    
    adoption of a specific form of corporate structure; and
 
    
    reporting, record keeping, voting, proxy and disclosure requirements and
other rules and regulations.
    13




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Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them upon redemption of their shares.
   We have not registered the shares of common stock issuable upon exercise of the warrants. Although
we are required to use our best efforts to have an effective registration statement covering the
issuance of the shares of common stock underlying the warrants when the warrants are exercisable, a
registration statement may not be effective, in which case our warrant holders may not be able to
exercise their warrants and therefore the warrants could expire worthless.
  Our public stockholders will only be able to exercise a warrant if the issuance of common stock
upon such exercise has been registered or qualified or is deemed exempt under the securities laws
of the state of residence of the holder of the warrants.
   14




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We intend to consummate a business combination with an operating company in a segment of the
healthcare industry, but do not have a particular focus on businesses or assets involved in the
healthcare industry. Our public stockholders may not be able to vote in connection with such
business combination and will be relying on our managements ability to identify a target business
or businesses and complete a business combination.
  
    
    healthcare services, including managed care and healthcare financing;
 
    
    healthcare information technology;
 
    
    healthcare facilities;
 
    
    diagnostics;
 
    
    life sciences; and
 
    
    medical equipment, devices and supplies.
  Unlike many other blank check companies, we are not required to consider a targets valuation when
entering into or consummating our initial business combination. Managements flexibility in
identifying and selecting a prospective acquisition target, along with managements financial
interest in consummating an initial business combination, may lead management to enter into an
acquisition agreement that is not in the best interest of our stockholders.
  We may not be required to obtain an opinion from an independent investment banking firm, and
consequently our stockholders may have no assurance from an independent source that the price we
are paying for the business is fair to our stockholders from a financial point of view.
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We may issue additional shares of our capital stock to complete our initial business combination,
which would reduce the equity interest of our stockholders and likely cause a change in control of
our ownership.
  
    
    may significantly reduce the equity interest of our public stockholders;
 
    
    may subordinate the rights of holders of common stock if preferred stock
is issued with rights senior to those afforded to the holders of our common stock;
 
    
    may cause a change in control if a substantial number of our shares of
common stock are issued, which may affect, among other things, our ability to use our
net operating loss carry forwards, if any, and may result in the resignation or
removal of our present officers and directors; and
 
    
    may adversely affect prevailing market prices for our common stock.
 Resources could be wasted in researching acquisitions that are not consummated, which could
materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our public stockholders
may only receive $10.10 per share as part of the related redemption of our public shares, and our
warrants will expire worthless.
  Our ability to successfully effect our initial business combination and to be successful thereafter
will be totally dependent upon the efforts of our key personnel, some of whom may not remain with
us following our initial business combination. The loss of our key personnel could negatively
impact the operations and profitability of our post-combination business.
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Our officers and directors may allocate their time to other businesses, thereby causing conflicts
of interest in their determination as to how much time to devote to our business. These conflicts
could impair our ability to consummate a business combination.
  Certain of our officers and directors are now, and all of them may in the future become, affiliated
with entities engaged in business activities similar to those intended to be conducted by us and,
accordingly, may have conflicts of interest in allocating their time and determining to which
entity a particular business opportunity should be presented.
     17




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Our key personnel may negotiate employment or consulting agreements with a target business in
connection with our initial business combination. These agreements may provide for them to receive
compensation following our initial business combination and as a result, may cause them to have
conflicts of interest in determining whether a particular business combination is the most
advantageous.
  The officers and directors of an acquisition target may resign upon consummation of a business
combination. The loss of an acquisition targets key personnel could negatively impact the
operations and profitability of our post-combination business.
  We may engage in a business combination with one or more target businesses that have relationships
or are affiliated with our sponsors, directors, officers or advisors, which may raise potential
conflicts.
  Since our initial stockholders will lose their entire investment in us if a business combination is
not completed and may be required to pay costs associated with our liquidation and our officers and
directors have significant financial interests in us, a conflict of interest may arise in
determining whether a particular acquisition target is appropriate for our initial business
combination.
   18




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Since our officers and directors will lose their entire investment if we are unable to complete our
initial business combination, in the event we seek stockholder approval of our initial business
combination, our intention to pay only holders of our common stock voting in favor of such business
combination a pro-rata portion of the interest earned on our Trust Account may be viewed as a
conflict of interest.
  The requirement that we complete an initial business combination within 18 months from the closing
of the initial public offering may motivate our officers and directors to approve a business
combination that is not in the best interests of our public stockholders.
  Our officers, directors, security holders and their respective affiliates may have competitive
pecuniary, or financial, interests that conflict with our interests.
  A market for our securities may not develop, which would adversely affect the liquidity and price
of our securities.
  We will probably complete only one business combination with the proceeds of the initial public
offering and the sale of the private placement warrants, meaning our operations will depend on a
single business, and we will be exposed to higher risk than other entities that have the resources
to complete several transactions. This lack of diversification may negatively impact our operations
and profitability.
   19




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We may not be able to maintain control of a target business after our initial business combination.
Upon loss of control of a target business, new management may not possess the skills,
qualifications or abilities necessary to profitably operate such business.
  Unlike many other blank check companies, we allow our public stockholders holding no more than 87%
of the shares sold in the initial public offering to exercise their redemption rights. This higher
threshold will make it easier for us to consummate a business combination with which a substantial
majority of our stockholders do not agree.
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The exercise price for the public warrants is higher than in many similar blank check company
offerings in the past, and, accordingly, the warrants are more likely to expire worthless.
  The ability of a larger number of our stockholders to exercise redemption rights may not allow us
to consummate the most desirable business combination or optimize our capital structure.
  In order to effect a business combination, blank check companies have, in the recent past, amended
various provisions of their charters and modified governing instruments. We cannot assure you that
we will not seek to amend our certificate of incorporation or governing instruments in a manner
that will make it easier for us to consummate a business combination that our stockholders may not
support.
  Certain provisions of our amended and restated certificate of incorporation that relate to our
pre-business combination activity may be amended with the approval of at least 65% of our
outstanding common stock, which is a lower amendment threshold than that of most blank check
companies. It may be easier for us, therefore, to amend our certificate of incorporation to
facilitate the completion of our initial business combination that our stockholders may not
support.
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We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our
initial business combination, which may adversely affect our financial condition and thus
negatively impact the value of our stockholders investment in us.
  
    
    default and foreclosure on our assets if our operating cash flow after a
business combination is insufficient to pay our debt obligations;
 
    
    acceleration of our obligations to repay the indebtedness even if we have
made all principal and interest payments when due if the debt security contains
covenants that require the maintenance of certain financial ratios or reserves and any
such covenant is breached without a waiver or renegotiation of that covenant;
 
    
    our immediate payment of all principal and accrued interest, if any, if
the debt security is payable on demand;
 
    
    covenants that limit our ability to acquire capital assets or make
additional acquisitions;
 
    
    our inability to obtain additional financing, if necessary, if the debt
security contains covenants restricting our ability to obtain additional financing
while such security is outstanding;
 
    
    our inability to pay dividends on our common stock;
 
    
    using a substantial portion of our cash flow to pay principal and interest
on our debt, which will reduce the funds available for dividends on our common stock
if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes;
 
    
    limitation on our flexibility in planning for and reacting to changes in
our business and in the industry in which we operate;
 
    
    increased vulnerability to adverse changes in general economic, industry
and competitive conditions and adverse changes in government regulation; and
 
    
    limitations on our ability to borrow additional amounts for expenses,
capital expenditures, acquisitions, debt service requirements, execution of our
strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
 Our initial stockholders control a substantial interest in us and thus may exert a substantial
influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
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We may be unable to obtain additional financing, if required, to complete a business combination or
to fund the operations and growth of the target business, which could compel us to restructure the
transaction or abandon a particular business combination.
  We may redeem the unexpired warrants of our public stockholders prior to their exercise at a time
that is disadvantageous to them, thereby making their warrants worthless.
    23




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Our managements ability to require holders of our warrants to exercise such warrants on a cashless
basis after we call the warrants for redemption or if there is no effective registration statement
covering the shares of common stock issuable upon exercise of these warrants will cause holders to
receive fewer shares of common stock upon their exercise of the warrants than they would have
received had they been able to pay the exercise price of their warrants in cash.
  Our outstanding warrants may have an adverse effect on the market price of common stock and make it
more difficult to effect a business combination.
   We may amend the terms of the warrants in a manner that may be adverse to holders with the approval
by the holders at least 65% of the then outstanding public warrants.
   24




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Our initial stockholders paid an aggregate of $25,000, or approximately $0.0174 per initial share
and, accordingly, our public stockholders will experience immediate and substantial dilution from
the purchase of our common stock.
  Provisions in our amended and restated certificate of incorporation and by-laws and Delaware law
may inhibit a takeover of us, which could limit the price investors might be willing to pay in the
future for our common stock and could entrench management.
   Compliance with the requirements under the Sarbanes-Oxley Act of 2002 may make it more difficult
for us to effect a business combination, require substantial financial and management resources and
increase the time and costs of completing an acquisition.
  We do not currently intend to hold an annual meeting of stockholders until after our consummation
of a business combination and you will not be entitled to any of the corporate protections provided
by such a meeting.
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The grant of registration rights to our initial stockholders may make it more difficult to complete
our initial business combination, and the future exercise of such rights may adversely affect the
market price of our common stock.
  Although we identified general criteria and guidelines that we believe are important in evaluating
prospective target businesses, we may enter into a business combination with a target that does not
meet such criteria and guidelines, and as a result, the target business with which we enter into
our initial business combination may not have attributes entirely consistent with our general
criteria and guidelines.
  Because we must furnish our stockholders with target business financial statements, we may lose the
ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
   26




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Because of our limited resources and the significant competition for business combination
opportunities, it may be more difficult for us to complete our initial business combination.
  
 Item 2.
    
    Properties.
 th
 
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Removed and Reserved.
  27




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Market Information
   Units
    
    
    Common Stock
    
    
    WarrantsQuarter Ended
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    Low
    
    
    HighDecember 31, 2010
    
    
    9.99
    
    
    
    10.10
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  Holders
  Dividends
  Securities Authorized for Issuance Under Equity Compensation Plans.
  Recent Sales of Unregistered Securities
   28




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Use of Proceeds from our Initial Public Offering
    .
  29




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Per Unit
    
    
    TotalUnderwriting discounts and commissions
paid by us (1)
    
    $
    0.25
    
    
    $
    1,000,000Contingent fees paid by us (2)
    
    
    0.33
    
    
    
    1,310,000
 (1)
    
    Based on the underwriters discount equal to 2.5% of the gross proceeds from the sale of
units offered to the public.(2)
    
    This amount includes (A) a deferred fee payable to the underwriters equal to 0.5% of the
gross proceeds from the sale of units to the public upon completion of our initial business
combination, (B) a contingent fee equal to 2.5% of the aggregate amount of the funds released
from the Trust Account to us and/or to our target upon completion of our initial business
combination (assuming none of our public stockholders redeem their shares of common stock)
payable to Morgan Joseph LLC and such other firms (which may or may not be underwriters), if
any, who are instrumental in advising us in connection with the consummation of our initial
business combination (in the event that 87% of our public stockholders redeem their shares, we
estimate the 0.5% deferred fee equal to $200,000 and the 2.5% contingent fee to equal
$131,300) and (C) a contingent fee equal to $100,000 payable to our outside counsel for legal
services rendered in connection with the initial public offering. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 6.
    
    Selected Financial Data.
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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
     
    
    may significantly reduce the equity interest of investors in our initial
public offering;
 
    
    may subordinate the rights of holders of common stock if preferred stock
is issued with rights senior to those afforded to the holders of our common stock;
 
    
    may likely cause a change in control if a substantial number of our shares
of common stock are issued, which may affect, among other things, our ability to use
our net operating loss carry forwards, if any, and most likely will also result in the
resignation or removal of our present officers and directors; and
 
    
    may adversely affect prevailing market prices for our common stock and/or
warrants.
  
    
    default and foreclosure on our assets if our operating cash flow after a
business combination is insufficient to pay our debt obligations;
 
    
    acceleration of our obligations to repay the indebtedness even if we have
made all principal and interest payments when due if the debt security contains
covenants that require the maintenance of certain financial ratios or reserves and any
such covenant is breached without a waiver or renegotiation of that covenant;
 
    
    our immediate payment of all principal and accrued interest, if any, if
the debt security is payable on demand;
 
    
    covenants that limit our ability to acquire capital assets or make
additional acquisitions;
 
    
    our inability to obtain additional financing, if necessary, if the debt
security contains covenants restricting our ability to obtain additional financing
while such security is outstanding;
 
    
    our inability to pay dividends on our common stock;
  31




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
    
    using a substantial portion of our cash flow to pay principal and interest
on our debt, which will reduce the funds available for dividends on our common stock
if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes;
 
    
    limitations on our flexibility in planning for and reacting to changes in
our business and in the industry in which we operate;
 
    
    increased vulnerability to adverse changes in general economic, industry
and competitive conditions and adverse changes in government regulation; and
 
    
    limitations on our ability to borrow additional amounts for expenses,
capital expenditures, acquisitions, debt service requirements, execution of our
strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
 Results of Operations
    Liquidity and Capital Resources
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Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8.
    
    Financial Statements and Supplementary Data.
  
 Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
   33




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##### Table of Contents



Item 9A.
    
    Controls and Procedures.
 Disclosure Controls and Procedures
  Internal Control over Financial Reporting
  
 Item 9B.
    
    Other Information.
   34




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
 Directors and Executive Officers
  Name
    
    Age
    
    
    PositionJohn L. Shermyen
    
    
    57
    
    
    Chairman, Chief Executive Officer and DirectorPatrick J. Landers
    
    
    55
    
    
    President and DirectorPeter Schofield
    
    
    51
    
    
    Chief Financial Officer, Treasurer and SecretaryDiane M. Daych
    
    
    53
    
    
    DirectorE. David Hetz
    
    
    52
    
    
    DirectorAlan W. Pettis
    
    
    70
    
    
    DirectorJohn A. Svahn
    
    
    67
    
    
    Director
 John L. Shermyen ®
 Patrick J. Landers
 Peter Schofield
  35




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##### Table of Contents



Diane M. Daych
 E. David Hetz
 Alan W. Pettis
 John A. Svahn
  36




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##### Table of Contents



Advisory Board
  Name
    
    Age
    
    
    PositionMitchell Eisenberg, M.D.
    
    
    60
    
    
    MemberAlan R. Hoops
    
    
    63
    
    
    MemberWilliam A. Landman
    
    
    58
    
    
    MemberFrederick S. Moseley, IV
    
    
    58
    
    
    Member
   Mitchell Eisenberg, M.D
 Alan R. Hoops
  37




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##### Table of Contents



William A. Landman
 Frederick S. Moseley, IV
  Number and Terms of Office of Directors
      38




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##### Table of Contents



Board Committees
  Code of Conduct and Ethics
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  
 Item 11.
    
    Executive Compensation.
 Compensation for Officers and Directors
    39




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
    
    each person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;
 
    
    each of our officers and directors; and
 
    
    all our officers and directors as a group.
  Percentageof OutstandingShares Beneficially
    
    
    CommonName and Address of Beneficial Owners(1)
    
    Owned(2)
    
    
    StockCanton Holdings, L.L.C.(3)
    
    
    396,000
    
    
    
    8.9
    %AQR Capital Management, LLC(4)
    
    
    378,000
    
    
    
    8.5
    %Polar Securities Inc.(5)
    
    
    300,000
    
    
    
    6.8
    %Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos(6)
    
    
    280,000
    
    
    
    6.3
    %Fir Tree Value Master Fund, L.P.(7)
    
    
    280,000
    
    
    
    6.3
    %LLM Structured Equity Fund L.P.(8)
    
    
    732,400
    
    
    
    16.5
    %LLM Investors L.P.(8)
    
    
    28,722
    
    
    
    *John L. Shermyen(9)
    
    
    224,722
    
    
    
    5.1
    %John A. Svahn
    
    
    7,500
    
    
    
    *Patrick J. Landers(10)
    
    
    761,122
    
    
    
    17.1
    %Peter Schofield(11)
    
    
    
    
    
    
    *E. David Hetz
    
    
    7,500
    
    
    
    *Alan W. Pettis
    
    
    7,500
    
    
    
    *Diane M. Daych
    
    
    7,500
    
    
    
    *Frederick S. Moseley, IV(12)
    
    
    761,122
    
    
    
    17.1
    %All directors and officers as a group (7 persons)
    
    
    1,015,844
    
    
    
    22.9
    %
 
 *
    
    Represents less than 1% of the outstanding shares of common stock.(1)
    
    Unless otherwise indicated, the business address of each of the stockholders is 265 Franklin
Street, 20th Floor, Boston, Massachusetts 02110.  40




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##### Table of Contents



(2)
    
    Beneficial ownership is determined in accordance with the rules of the SEC. In computing the
number of shares beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently exercisable
or will become exercisable within 60 days after March 23, 2011, are deemed outstanding, while
the shares are not deemed outstanding for purposes of computing percentage ownership of any
other person. Ownership calculations are based on 5,000,000 shares of
common stock outstanding as of March 23,
2011, which is adjusted to exclude 555,556 total shares held in escrow that will be forfeited
on the fifth anniversary of our initial business combination unless, prior to
such time, either (x) the last sales price of our stock equals or exceeds $18.00
per share for any 20 trading days within any 30-trading day period or (y) a transaction is
consummated following our initial business combination in which all stockholders
have the right to exchange their common stock for cash consideration that equals or exceeds
$18.00 per share, resulting in a total of 4,444,444 shares of common stock outstanding for
purposes of the table above.(3)
    
    Information regarding Canton Holdings, L.L.C. (Canton) is based solely on a Schedule 13G
filed jointly by Canton, Archer Capital Management, L.P., Joshua A. Lobel and Eric J. Edidin
with the SEC on November 29, 2010. The Schedule 13G filed by Canton indicates that (i) Archer
Capital Management, L.P. has shared voting power with respect to 396,000 shares and shared
investment power with respect to 396,000 shares, (ii) Joshua A. Lobel has shared voting power
with respect to 396,000 shares and shared investment power with respect to 396,000 shares and
(iii) Eric J. Edidin has shared voting power with respect to 396,000 shares and shared
investment power with respect to 396,000 shares. The address of Canton is 570 Lexington
Avenue, 40th Floor, New York, New York 10022.(4)
    
    Information regarding AQR Capital Management, LLC is based solely upon a Schedule 13G filed
by AQR Capital Management, LLC with the SEC on February 11, 2011. AQR Capital Management, LLC
reported shared voting power with respect to 378,000 shares and shared investment power with
respect to 378,000 shares. The address of AQR Capital Management, LLC is Two Greenwich Plaza,
3rd Floor, Greenwich, Connecticut 06830.(5)
    
    Information regarding Polar Securities Inc. (Polar) is based solely on a Schedule 13G filed
jointly by Polar and North Pole Capital Master Fund with the SEC on December 8, 2010. The
Schedule 13G filed by Polar indicates that North Pole Capital Master Fund has shared voting
power with respect to 300,000 shares and shared investment power with respect to 300,000
shares. The address of Polar is 372 Bay Street, 21st Floor, Toronto, Ontario M5H
2W9, Canada.(6)
    
    Information regarding Bulldog Investors (Bulldog) is based solely on a Schedule 13G filed
jointly by Bulldog, Brooklyn Capital Management, and Phillip Goldstein and Andrew Dakos (each
of whom are principals of Bulldog) with the SEC on December 3, 2010. The Schedule 13G filed by
Bulldog indicates that each of Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos
has sole voting power with respect to 280,000 shares and sole investment power with respect to
280,000 shares. The address of Bulldog is Park 80 West, 250 Pehle Ave., Suite 708, Saddle
Brook, New Jersey 07663.(7)
    
    Information regarding Fir Tree Value Master Fund, L.P. (Fir Tree) is based solely on a
Schedule 13G filed jointly by Fir Tree and Fir Tree, Inc. with the SEC on December 6, 2010.
The Schedule 13G filed by Fir Tree indicates that Fir Tree, Inc. has shared voting power with
respect to 280,000 shares and shared investment power with respect to 280,000 shares. The
address of Fir Tree is c/o Admiral Administration Ltd., Admiral Financial Center,
5th Floor, 90 Fort Street, Box 32021 SMB, Grand Cayman, Cayman Islands and the
address of Fir Tree, Inc. is 505 Fifth Avenue, 23rd Floor, New York, New York
10017.(8)
    
    LLM Capital Partners LLC is the manager and LLM Advisors L.P. is the general partner of each
of LLM Structured Equity Fund L.P. and LLM Investors L.P. (collectively, the LLM Funds).
Each of LLM Capital Partners LLC and LLM Advisors L.P. may be considered to have beneficial
ownership of the LLM Funds interest in us. Indirect investment and voting control of LLM
Advisors L.P. is held by LLM Capital Partners LLC. Indirect investment and voting control of
LLM Capital Partners LLC is held by Patrick J. Landers and Frederick S. Moseley, IV.  41




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##### Table of Contents



(9)
    
    Mr. Shermyen is a limited partner of LLM Structured Equity Fund L.P. and as such may also
have an indirect interest in LLM Structured Equity Fund L.P.s interest in us.(10)
    
    LLM Capital Partners LLC is the manager and LLM Advisors L.P. is the general partner of each
of the LLM Funds. As such, each of LLM Capital Partners LLC and LLM Advisors L.P. may be
considered to have beneficial ownership of the LLM Funds interest in us. Indirect investment
and voting control of LLM Advisors L.P. is held by LLM Capital Partners LLC. Indirect
investment and voting control of LLM Capital Partners LLC is held by Patrick J. Landers and
Frederick S. Moseley, IV. Mr. Landers also has a direct interest in LLM Investors L.P. and in
LLM Advisors L.P. Mr. Landers may be considered to have beneficial ownership of the LLM
Funds interest in us.(11)
    
    Mr. Schofield is a limited partner of LLM Advisors L.P., which is the general partner of each
of LLM Structured Equity Fund L.P. and LLM Investors L.P. (collectively, the LLM Funds), and
as such may have an indirect interest in the LLM Funds interest in us.(12)
    
    LLM Capital Partners LLC is the manager and LLM Advisors L.P. is the general partner of each
of the LLM Funds. As such, each of LLM Capital Partners LLC and LLM Advisors L.P. may be
considered to have beneficial ownership of the LLM Funds interest in us.. Indirect
investment and voting control of LLM Advisors L.P. is held by LLM Capital Partners LLC.
Indirect investment and voting control of LLM Capital Partners LLC is held by Patrick J.
Landers and Frederick S. Moseley, IV. Mr. Moseley also has a direct interest in LLM Investors
L.P. Mr. Moseley may be considered to have beneficial ownership of the LLM Funds interest in
us.    
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
   42




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43




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##### Table of Contents



Director Independence
    44




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##### Table of Contents



Item 14.
    
    Principal Accounting Fees and Services.
 Audit Fees
   Audit Related Fees
  Tax and All Other Fees
   45




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 (a)
    
    The following documents are filed as a part of this Annual Report:
 (1)
    
    Financial Statements:
       (2)
    
    Financial Statement Schedules(s):
  (3)
    
    Exhibits:
  (b)
    
    Exhibits
  EXHIBIT NO.
    
    DESCRIPTION3.1
    
    
    Form of Amended and Restated Certificate Of Incorporation**3.2
    
    
    Form of Amended and Restated By-Laws.**4.1
    
    
    Specimen Unit Certificate.**4.2
    
    
    Specimen Common Stock Certificate.**4.3
    
    
    Specimen Warrant Certificate.**4.4
    
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and
the registrant.**10.1
    
    
    Promissory Note, dated July 29, 2010, issued to LLM Structured Equity Fund L.P.**10.2
    
    
    Promissory Note, dated July 29, 2010, issued to John L. Shermyen.**10.3
    
    
    Form of Investment Management Trust Account Agreement between Continental Stock
Transfer & Trust Company, L&L Acquisition Securities Corp. and the registrant.**10.4
    
    
    Form of Securities Escrow Agreement among the registrant, Continental Stock Transfer &
Trust Company and security holders.**10.5
    
    
    Form of Registration Rights Agreement among the registrant and security holders.**10.6
    
    
    Letter Agreement, dated as of August 17, 2010, between LLM Capital Partners LLC and
the registrant regarding administrative support.**10.7
    
    
    Form of Letter Agreement by and between the registrant and each executive officer and
director.**10.8
    
    
    Form of Right of First Refusal Agreement by and among the registrant and LLM Capital
Partners LLC, LLM Structured Equity Fund L.P. and LLM Investors L.P.**
  46




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##### Table of Contents



EXHIBIT NO.

    
    DESCRIPTION10.9.1
    
    
    Securities Purchase Agreement, dated as of July 6, 2010, between the registrant and John
L. Shermyen.**10.9.2
    
    
    Securities Purchase Agreement, dated as of July 6, 2010, between the registrant and LLM
Structured Equity Fund L.P.**10.9.3
    
    
    Securities Purchase Agreement, dated as of July 6, 2010, between the registrant and LLM
Investors Fund L.P.**10.10
    
    
    Form of Warrant Subscription Agreement among the registrant and each of the signatories
thereto.**10.11
    
    
    Form of Letter Agreement by and between the registrant and each initial stockholder.**10.12
    
    
    Securities Assignment Agreement, dated as of October 4, 2010 between LLM Structured
Equity Fund L.P., LLM Investors L.P., John L. Shermyen and the Buyers named
therein.**10.13
    
    
    Securities Assignment Agreement, dated as of November 2, 2010, between LLM
Structured Equity Fund L.P., LLM Investors L.P., John L. Shermyen and the Buyers
named therein.**10.14
    
    
    Contribution Agreement, dated as of November 22, 2010, by and among the registrant,
LLM Structured Equity Fund L.P., LLM Investors L.P. and John L. Shermyen.**14
    
    
    Code of Conduct and Ethics.**31.1
    
    
    Rule 13a  14(a) Rule 15d  14(a) Certification.*31.2
    
    
    Rule 13a  14(a) Rule 15d  14(a) Certification.*32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.†
 *
    
    Filed herewith.**
    
    Previously filed and incorporated by reference to our registration statement on Form S-1, filed
with the SEC on August 20, 2010, as amended.†
    
    Furnished herewith. (c)
    
    Financial Statement Schedules
   47




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##### Table of Contents



SIGNATURES
  L&L ACQUISITION CORP.By:
    /s/  John L. ShermyenJohn L. ShermyenChief Executive Officer   Signature
    
    Title
    
    Date/s/ John L. Shermyen

John L. Shermyen
    
    Director and Chief Executive
Officer (Principal Executive
Officer)
    
    March 31, 2011/s/ Patrick J. Landers

Patrick J. Landers
    
    Director and President
    
    March 31, 2011/s/ Peter Schofield

Peter Schofield
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    March 31, 2011/s/ Diane M. Daych

Diane M. Daych
    
    Director
    
    March 31, 2011/s/ E. David Hetz

E. David Hetz
    
    Director
    
    March 31, 2011/s/ Alan W. Pettis

Alan W. Pettis
    
    Director
    
    March 31, 2011/s/ John A. Svahn

John A. Svahn
    
    Director
    
    March 31, 2011
  48




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2010
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Financial StatementsConsolidated Balance Sheet
    
    
    F-2Consolidated Statement of Operations
    
    
    F-3Consolidated Statement of Changes in Stockholders Equity
    
    
    F-4Consolidated Statement of Cash Flows
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6




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##### Table of Contents



F-1




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONSOLIDATED BALANCE SHEET
 December 31,2010ASSETSCurrent assetsCash and cash equivalents
    
    $
    815,026Restricted cash held in trust
    
    
    40,404,326Prepaid expenses
    
    
    84,187Total assets
    
    $
    41,303,539LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    198,300Franchise taxes payable
    
    
    18,735Total current liabilities
    
    
    217,035Deferred underwriting compensation
    
    
    331,300Deferred legal fees relating to the offering
    
    
    100,000Due to Sponsor
    
    
    260,000Total liabilities
    
    
    908,335Common stock subject to possible redemption, 3,480,000 shares (at redemption value)
    
    
    35,148,000Commitments and contingencies
    
    
    Stockholders equityPreferred stock, $.0001 par value, 1,000,000 shares authorized; none issued
and outstanding
    
    
    Common stock, $.0001 par value, 100,000,000 shares authorized; 5,150,000
shares issued and outstanding (includes 3,480,000 shares subject to possible
redemption)
    
    
    515Additional paid-in capital
    
    
    5,404,719Deficit accumulated during development stage
    
    
    (158,030
    )Total stockholders equity
    
    
    5,247,204Total liabilities and stockholders equity
    
    $
    41,303,539
   F-2




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONSOLIDATED STATEMENT OF OPERATIONS
 For the period from July 26, 2010 (date of inception) to December 31, 2010
 Revenue
    
    $
    General and administrative expenses
    
    
    162,411Loss from operations
    
    
    (162,411
    )Interest and dividend income
    
    
    4,381Loss before provision for income taxes
    
    
    (158,030
    )Provision for income taxes
    
    
    Net loss attributable to common shares outstanding
    
    $
    (158,030
    )Weighted average number of common shares outstanding  basic and diluted
    
    
    2,205,016Net loss per common share outstanding  basic and diluted
    
    $
    (0.07
    )Two Class Method:Weighted average number of common shares outstanding subject to
possible redemption
    
    
    731,465Net loss per common share outstanding subject to possible redemption
    
    $
    (0.22
    )Weighted average number of common shares outstanding, excluding
shares subject to possible redemption  basic and diluted
    
    
    1,473,551Net loss per common share outstanding subject to possible redemption 
basic and diluted
    
    $
    (0.11
    )
   F-3




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 For the period from July 26, 2010 (date of inception) to December 31, 2010
 DeficitAccumulatedCommon Stock
    
    
    
    
    
    
    During
    
    
    TotalAmount
    
    
    Additional
    
    
    Development
    
    
    StockholdersShares
    
    
    $.0001 par
    
    
    Paid-in Capital
    
    
    Stage
    
    
    EquitySale of common stock issued to initial stockholders on July 28, 2010 at $.017 per share
    
    
    1,437,500
    
    
    $
    144
    
    
    $
    24,856
    
    
    $
    
    
    
    $
    25,000Forfeiture of common stock issued to initial stockholders on November 22, 2010
    
    
    (287,500
    )
    
    
    (29
    )
    
    
    29Sale of 4,000,000 units, net of underwriters discount and offering expenses
(including 3,480,000 shares subject to possible redemption)
    
    
    4,000,000
    
    
    
    400
    
    
    
    38,247,834
    
    
    
    
    
    
    
    38,248,234Net proceeds subject to possible redemption of 3,480,000 shares
    
    
    
    
    
    
    
    
    
    
    (35,148,000
    )
    
    
    
    
    
    
    (35,148,000
    )Sale of private placement warrants
    
    
    
    
    
    
    
    
    
    
    2,280,000
    
    
    
    
    
    
    
    2,280,000Net loss attributable to common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158,030
    )
    
    
    (158,030
    )Balance,
December 31, 2010
    
    
    5,150,000
    
    
    $
    515
    
    
    $
    5,404,719
    
    
    $
    (158,030
    )
    
    $
    5,247,204
   F-4




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)   
 CONSOLIDATED STATEMENT OF CASH FLOWS
 For the period from July 26, 2010 (date of inception) to December 31, 2010
 Cash Flows from Operating ActivitiesNet loss
    
    $
    (158,030
    )Adjustments to reconcile net loss to net cash used in operating activities:Dividend income earned on cash held in trust
    
    
    (4,326
    )Change in operating assets and liabilitiesIncrease in prepaid expenses
    
    
    (84,187
    )Increase in accrued expenses and other liabilities
    
    
    69,868Increase in franchise taxes payable
    
    
    18,735Net cash used in operating activities
    
    
    (157,940
    )Cash Flows from Investing ActivitiesCash held in trust account
    
    
    (40,400,000
    )Cash Flows from Financing ActivitiesProceeds from notes payable, stockholders
    
    
    75,000Payments of notes payable, stockholders
    
    
    (75,000
    )Proceeds from issuance of stock to initial stockholders
    
    
    25,000Proceeds from public offering
    
    
    40,000,000Proceeds from issuance of warrants
    
    
    2,280,000Payment of offering costs
    
    
    (1,192,034
    )Advance from Sponsor
    
    
    260,000Net cash provided by financing activities
    
    
    41,372,966Net increase in cash
    
    
    815,026Cash and cash equivalents at beginning of the period
    
    
    Cash and cash equivalents at end of the period
    
    $
    815,026Supplemental schedule of non-cash financial activities:Accrual for offering costs and other expenses
    
    $
    128,432Deferred underwriters compensation
    
    $
    331,300Deferred legal fees related to the offering
    
    $
    100,000
   F-5




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the period July 26, 2010 (date of inception) to December 31, 2010
 1. Description of Organization and Business Operations
       F-6




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period July 26, 2010 (date of inception) to December 31, 2010
  2. Summary of Significant Accounting Policies
 Basis of presentation
  Principles of Consolidation
  Development stage company
   F-7




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period July 26, 2010 (date of inception) to December 31, 2010
 Net loss per common share
  Concentration of credit risk
  Investments held in the Trust Account
  Fair value of financial instruments
  Redeemable common stock
    F-8




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period July 26, 2010 (date of inception) to December 31, 2010
 Cash and cash equivalents
  Use of estimates
  Income taxes
   Noncurrent assets and liabilitiesNet operating loss carryforwards
    
    $
    7,500Amortizable start-up costs
    
    
    55,40062,900Valuation allowance
    
    
    (62,900
    )Net noncurrent deferred tax asset
    
    $
    
     F-9




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period July 26, 2010 (date of inception) to December 31, 2010
  Statutory federal income tax rate
    
    
    35
    %State and local taxes, net of federal tax benefit
    
    
    6
    %Valuation allowance
    
    
    (41
    )%0
    %
  Recently issued accounting standards
   3. Initial Public Offering
   F-10




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period July 26, 2010 (date of inception) to December 31, 2010
 4. Related Party Transactions
       F-11




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##### Table of Contents



L&L Acquisition Corp. and Subsidiary
(a development stage company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the period July 26, 2010 (date of inception) to December 31, 2010
  5. Commitments and Contingencies
   6. Fair Value Measurement
   Financial Assets at Fair Value as of December 31, 2010
 SignificantOtherQuoted Prices in
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    December 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsRestricted cash held in trust
    
    $
    40,404,326
    
    
    $
    40,404,326
    
    
    $
    
    
    
    $
    Total
    
    $
    40,404,326
    
    
    $
    40,404,326
    
    
    $
    
    
    
    $
    
    F-12




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##### Table of Contents



EXHIBIT INDEX
 EXHIBIT NO.
    
    DESCRIPTION3.1
    
    
    Form of Amended and Restated Certificate Of Incorporation**3.2
    
    
    Form of Amended and Restated By-Laws.**4.1
    
    
    Specimen Unit Certificate.**4.2
    
    
    Specimen Common Stock Certificate.**4.3
    
    
    Specimen Warrant Certificate.**4.4
    
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and
the registrant.**10.1
    
    
    Promissory Note, dated July 29, 2010, issued to LLM Structured Equity Fund L.P.**10.2
    
    
    Promissory Note, dated July 29, 2010, issued to John L. Shermyen.**10.3
    
    
    Form of Investment Management Trust Account Agreement between Continental Stock
Transfer & Trust Company, L&L Acquisition Securities Corp. and the registrant.**10.4
    
    
    Form of Securities Escrow Agreement among the registrant, Continental Stock Transfer & Trust Company and security holders.**10.5
    
    
    Form of Registration Rights Agreement among the registrant and security holders.**10.6
    
    
    Letter Agreement, dated as of August 17, 2010, between LLM Capital Partners LLC and
the registrant regarding administrative support.**10.7
    
    
    Form of Letter Agreement by and between the registrant and each executive officer and
director.**10.8
    
    
    Form of Right of First Refusal Agreement by and among the registrant and LLM Capital
Partners LLC, LLM Structured Equity Fund L.P. and LLM Investors L.P.**10.9.1
    
    
    Securities Purchase Agreement, dated as of July 6, 2010, between the registrant and John
L. Shermyen.**10.9.2
    
    
    Securities Purchase Agreement, dated as of July 6, 2010, between the registrant and LLM
Structured Equity Fund L.P.**10.9.3
    
    
    Securities Purchase Agreement, dated as of July 6, 2010, between the registrant and LLM
Investors Fund L.P.**10.10
    
    
    Form of Warrant Subscription Agreement among the registrant and each of the signatories
thereto.**10.11
    
    
    Form of Letter Agreement by and between the registrant and each initial stockholder.**10.12
    
    
    Securities Assignment Agreement, dated as of October 4, 2010 between LLM Structured
Equity Fund L.P., LLM Investors L.P., John L. Shermyen and the Buyers named
therein.**10.13
    
    
    Securities Assignment Agreement, dated as of November 2, 2010, between LLM
Structured Equity Fund L.P., LLM Investors L.P., John L. Shermyen and the Buyers
named therein.**10.14
    
    
    Contribution Agreement, dated as of November 22, 2010, by and among the registrant,
LLM Structured Equity Fund L.P., LLM Investors L.P. and John L. Shermyen.**14
    
    
    Code of Conduct and Ethics.**31.1
    
    
    Rule 13a  14(a) Rule 15d  14(a) Certification.*31.2
    
    
    Rule 13a  14(a) Rule 15d  14(a) Certification.*32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.†
 *
    
    Filed herewith.**
    
    Previously filed and incorporated by reference to our registration statement on Form S-1, filed
with the SEC on August 20, 2010, as amended.†
    
    Furnished herewith.